Result of Annual General Meeting

Somero Enterprises, Inc.

("Somero" or "the Company")

Result of Annual General Meeting

Somero Enterprises, Inc. (AIM: SOM) announces that, at its Annual General Meeting ("AGM") held earlier today, the resolutions set out in the Notice of Meeting (the "Notice") were put to shareholders and voted on by poll. 

The results of the voting are set out below:

1. Votes "for" and "against" are as cast by shareholders in person or by proxy.

2. Percentage of total votes cast, excluding votes withheld.

3. A "vote withheld" is not a vote in law and is not counted in calculating the proportion of votes for or against a resolution.

As the Company is a Delaware corporation, in accordance with the Company's Bylaws, the outcome of the resolutions contained in the Notice of Annual General Meeting of Stockholders shall be determined by majority vote, provided that the resolutions relating to re‐election of Directors shall be determined by plurality vote. Accordingly, each of the Directors standing for re-election were re-elected. Resolutions 1, 2, 3 and 7 were not approved by a majority vote. As stated in the Notice, those resolutions are not mandatory under Delaware law and the Board will reconsider its approval of the relevant matters in light of the votes received.

Response to voting outcome

The Board notes that a significant proportion of votes were cast against each of the resolutions and takes this outcome seriously. Through recent engagement with shareholders, the Board understands that the votes cast against the resolutions principally reflect concerns regarding the Company's governance arrangements, legal constitution and capital allocation strategy.

As announced in its AGM Statement on 5 June 2026, a thorough review of the Company's governance arrangements and legal constitution, including extensive consultation with the Company's shareholders, is already underway and is a priority for the Board. The Board also recognises the views expressed by certain shareholders regarding capital allocation, and will take those views into account as it continues to assess the appropriate balance between maintaining financial flexibility, investing in the business and returning capital to shareholders

In line with Principle 10 of the Quoted Companies Alliance Corporate Governance Code, the Board will further consult with shareholders in relation to those AGM resolutions where a significant proportion of votes were cast against such resolutions so that their views are taken into account as part of the overall review.

Following completion of the governance review, the Board will bring forward any changes it believes are in the best interests of the Company and shareholders as a whole. Any changes requiring shareholder approval would be put to shareholder votes at a general meeting. The Board intends to provide an update in mid-July 2026.

Separately, and as previously announced, the search for a new independent non-executive Director is ongoing with the assistance of an executive search and leadership advisory firm. Larry Horsch will resign from the Board upon the appointment of the new independent non-executive Director. The Board is intending to make this appointment as soon as practicable, but in any event by year end.

The Board remains confident in the underlying strength and prospects of the Company, underpinned by its market-leading position, highly cash-generative operating model and strong balance sheet. Trading is tracking well against the full-year guidance as referenced in the Company's AGM Statement of 5 June 2026, and the Board looks forward to providing a more detailed update covering the first half of FY 2026 in July.

An archive of the webcast event can be found at: https://event.choruscall.com/mediaframe/webcast.html?webcastid=Mlg0GPTN and on the Company's website at https://investors.somero.com/, where copies of the Notice and form of proxy, which together describe the Company's voting arrangements in full, are also available. Registration is required to access the recorded webcast, which will be available for one year.

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